FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Dissinger Todd 2. Issuer Name and Ticker or Trading Symbol Natural Grocers by Vitamin Cottage, Inc. [ NGVC ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Financial Officer
(Last)         (First)         (Middle)
C/O NATURAL GROCERS BY VITAMIN COTTAGE, 12612 WEST ALAMEDA PARKWAY
3. Date of Earliest Transaction (MM/DD/YYYY)
11/2/2020
(Street)
LAKEWOOD, CO 80228
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock  11/2/2020    M    1620 (1) A $0  34279  D   
Common Stock  11/2/2020    F(2)    469  D $10.64  33810  D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units  $0 (3) 11/2/2020    M        1620   11/2/2020  11/2/2020  Common Stock  1620  $0  67280 (4) D   

Explanation of Responses:
(1)  Represents shares of NGVC common stock issued to the reporting person upon settlement of 1,620 restricted stock units on November 2, 2020, the business day immediately following the vesting date of November 1, 2020, where each restricted stock unit represented the economic equivalent of one share of NGVC common stock.
(2)  Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of on this line were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of the restricted stock units.
(3)  Each restricted stock unit represents a contingent right to receive one share of NGVC common stock.
(4)  These restricted stock units include: (a) 1,620 restricted stock units vesting on each of November 1, 2021 and 2022; (b) 12,013 restricted stock units vesting on each of January 2, 2021 and 2022, and 12,014 restricted stock units vesting on January 2, 2023; provided, however, that all the restricted stock units in this clause (b) that are unvested will become fully vested upon the occurrence of a change in control affecting the Company; (c) 4,000 restricted stock units vesting on each of June 27, 2021, 2022 and 2023; (d) 1,600 of restricted stock units vesting on each of October 1, 2021, 2022, 2023 and 2024; and (d) 1,920 restricted stock units vesting on each of October 1, 2021, 2022, 2023, 2024 and 2025.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Dissinger Todd
C/O NATURAL GROCERS BY VITAMIN COTTAGE
12612 WEST ALAMEDA PARKWAY
LAKEWOOD, CO 80228


Chief Financial Officer

Signatures
/s/ Todd Dissinger 11/4/2020
**Signature of Reporting Person Date
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